Ghosts of Companions Past
by Random Ravings
Summary: "Ask me why the TARDIS is blue, there's a man inside with both his hearts torn in two." The TARDIS notices her thief has ice in his heart, and she tries to help him. The Doctor might just get his chance to say everything he needs to say to those he's hurt. Prequel to "Coming Home". Inspired by "All We Are" by OneRepublic. Angst. Rated M for final chapter.
1. Amy and Rory

The Doctor was in one of his brooding moods once again. It was after another harrowing adventure Clara and himself had barely scraped by from. Clara was asleep in her bedroom, safe and sound. He sat on the edge of his bed, his heart heavy from all the terror he had seen in this universe.

The TARDIS sent him comforting thoughts, and a plate of jammy dodgers and a glass of milk appeared on his bedside table.

He noticed and grabbed one of the delicious pastries, "Old girl, you always know how to make the pain ease," he said with a sniff.

In the link between the two, she seemed to be thinking for a bit. She asked him if he felt guilty.

"Of course I do, always do. I'm the Oncoming Storm, Destroyer of Worlds, and all those names. I loose people, and it's always my fault," he responded, voice deadpan.

The wonderful time ship asked him if she could show him something that might help with the pain.

He smiled sadly, "If you think it will help, dear."

There was a static noise, and before him stood his beautiful ginger Amelia Pond and her handsome faithful husband Rory Williams.

He stood up when his ship warned him not to touch her, that she was a psychic echo.

Amy smiled at the Time Lord. She seemed happy, holding her husband's hand, "Hello, Doctor."

"Amy," he responded, the pain in his voice evident.

"You're not traveling alone are you?" she asked, her brow furrowed in concern.

"No, I found someone to travel with, clever girl, very quick," he responded quickly.

"Good," she said.

Before he could catch the words, they came tumbling out of his mouth, "Amelia Pond, I am so sorry. For everything...I got it all wrong with you. I-"

"You were my best friend, Doctor. You helped me find my courage to marry Rory. You helped me find my parents again. You took me on adventures that no one else in my whole lifetime would ever be able to say they've been on. I treasure every moment we had together, my Raggedy Doctor," she said with a laugh, so full of mirth.

"Amy, I am so sorry for all the mistakes I've made," the lonely Time Lord whispered, the pain oh so evident in his voice.

"Its okay, Doctor. We forgave you a long time ago. Just, promise me you won't be alone," she said, and with that, her image faded.

He sat back on his bed, tired, alone, and sad. But somewhere, in the very depths of his conscious, he felt a little better.


	2. Donna and Martha

Later, the Doctor met up with Clara in the console room.

"I heard you talking to someone," she said suddenly.

"Hum? Oh yes, it was a ghost!" he said cheerily.

Her eyebrows rose, "You're lying. If you have someone else on board why don't you just say so?"

He gave her a brief smile, "Because there is no one else on board."

"Then who are they?" she asked, pointing towards the two women across the console room.

"Donna. Martha," he said, his voice reverent.

"Who are they?" Clara asked him.

The dark skinned beauty responded when the Doctor did not, "We are psychic echos of past companions," she replied brightly.

"You've had other people traveling with you?" Clara demanded of the Time Lord.

"Well, yes," he said, as if it was the most obvious. "Donna, I am so sorry. Everything that happened to you, it was my fault."

"Oi, time boy! Don't you dare regret any of the things we did! I was the most important woman in all creation once, and it took being with you to realize it!" she shouted at him.

He flinched at the loudness of her voice. "But I had to erase your memory, I had to take away all the years you were going to stay with me."

She smiled at him, "You were my best mate, and even though I don't remember any of it, I wouldn't have missed it for the world. If I could remember on Earth, I'd find you again, if only just to say thank you! Look at you now! A rectangle with hair! And a bloody goofy bow tie!"

"Oi!" he defended, smiling a little, "Bow ties are cool!"

Donna scoffed, and nudged the woman beside her.

"Doctor, you are loved by so many, and so much. You taught me how strong I was. I grew as a medical student with you, and became the best person I could be with you," she told him with pride in her voice. "I met Mickey because of you."

He stared at his brown shoes, "I hurt you, Martha. In the worst of ways. And it was my fault. I was always too wrapped up in what I felt, and I pushed you away. I didn't even notice that you had even the remotest romantic feelings for me."

"Doctor," she said, commanding his attention. "Look at me." He did so. "If you were to find me on Earth, you'd find I'm better for having known you. I'm stronger, happier, and having a more fulfilling life than I ever thought possible. I forgave you a long time ago. In fact, just like Donna, if I ever found you again, I would tell you thank you, for all that you've given me."

The two older women looked at each other and nodded, and said in tandem, "It'll be okay, Doctor."

With that, the two women faded from view.

Clara looked at the Time Lord, who looked tired, but very relieved, as tears seemed to flow down his face.

"Well, Doctor," he looked at her, "looks like you have some stories to tell me!" she said with a smile.

The Doctor conceded and brought her to the library. And as he spilled his secrets about his companions, Clara listened. Clara was always a good listener. Here he was parading out his biggest failings, and she just listened. Full of sympathy and acceptance. He told them about his most recent ones. About Amy, Rory, Donna, Martha, and even Jack and Mickey. But for some reason, he left out the one companion that had left one of the biggest hole in his hearts. It was too private, even for his friend.


	3. Jack and Mickey

The next time the psychic echo program kicked in, Clara and the Doctor were in the library, reading contentedly.

It wasn't until a voice said, "Hey there Doc! We heard you were down in the dumps!"

The Doctor's head snapped up from the book he was reading, and he slowly stood, "Captain Jack Harkness and Mickey Smith."

Clara stood as well, "Wow, Doctor! You seem to tend to pick up hot companions," she said while eying Jack.

The hologram gave her one of his signature smiles, "Captain Jack Harkness, m'am, and you are?"

It was like someone had knocked his kneecap just the right way, when the Doctor let out his reflexive, "Stop it."

Jack laughed.

Mickey then spoke up, "What's up with you these days, boss? You never come see any of us on Earth, and I've heard stories about how your heart has gone cold."

The Doctor stared up at nowhere in particular, "Its my fault."

"What's you fault?" Mickey asked curiously, incredulous that the Doctor would ever admit to being flawed.

"I took her from you, Mickey. If I hadn't interfered in her life, you two would be m-" he stopped, unable to say that word, "together, back on Earth."

Mickey smiled, "'s all right boss! I found Martha, and we're happy together. We have a wonderful life together. Been talking about having kids for a while now!"

The Doctor smiled at that, but his face then returned to a frown as he looked at Jack.

He opened his mouth to speak, when Jack interrupted him, "Don't you dare blame yourself, Doctor. If anyone is really to blame, it would be her. And we both know she didn't mean it. Besides, its nice, the way I am. Sometimes. Plus, if I hadn't met you, I'd still be the con man I was, and that's just not where I want to be. I like this life. Sure it's full of heartache and pain, but it's full of beauty and life as well. So don't you dare, Doctor. Don't you dare blame yourself."

The Doctor nodded to the two men, and suddenly felt a lot better.

The two came up at attention, and saluted him at the same time. With that, they faded away, just like the previous four.

It while before the Time Lord resumed his seat in his high backed comfy reading chair. And the silence hung in the air between him and his companion.

She finally decided to break the silence, "Doctor, you three kept mentioning a 'she', who was it? Martha?"

His mouth twisted into a wry smile, that didn't reflect any happiness, "No, not Martha. There's one more visit I'm expecting, from a hologram that is. I'd just like this visit to be in private though." He said that last bit to the ceiling, which Clara assumed was to the TARDIS. Which she was proved right when the time ship made a funny noise which meant yes.

**A/N: **The next chapter is going to have some serious angst. And some smut. I have a feeling you might know who's coming next. I hope you all really like this story, because I'm enjoying writing this. I'm actually considering making this the prequel to "Coming Home", my super long and super effort filled fic (which I hope you'll read because I can feel great things are going to come from that fic) I just really enjoyed writing this fic. I've had "All We Are" by OneRepublic on repeat this whole time while writing. Anywho I really hope you'll like the next chapter, and thank you for your readership. Feel free to tell me what you think in the reviews


	4. Rose

**URGENT A/N: THIS CHAPTER IS VERY NSFW. **Other than that, this is my first smut. Please tell me your opinions and please be gentle...

He waited many days before his last visitor came. He was jumping at every spark beneath the console, every sound of static of which he had thought he had heard. A week had passed when he finally had given up on seeing her again.

He was in his room when he heard a noise.

A twitch in a program and she was there. As if she had only been hiding in her room for ages. She was different than the others. She gave him a smile, one of her signature smiles, with her cute little tongue behind her teeth. She stood tall, wrapped in a simple satin golden dress that clung to her every curve and held on to her by one strap of gold across her shoulder. Even though she was only an image conjured by the TARDIS, she almost seemed to glow. Her blond hair seemed to create a halo in the light of the his bedroom. It was as if she was his own personal angel.

"Rose," he breathed.

"My Doctor," she said, her face full of love and acceptance.

"Rose, forgive me. For everything. For leaving you, for not showing you that I loved you, for not being human for you," he said, voice choking on a sob.

"Oh, you. You gave me everything I could have ever wanted. You showed me the stars, showed me devotion. You helped shape me into the person I am now. You've always been what I needed," She responded, her program glitching as she made to wipe a tear from his prominent jawline.

The pain in his heart splintered as he watched the reminder that she wasn't really there, as her whole body flickered in and out, trying to touch him, even though she was a simple psychic echo. His Rose was always trying to find her way back to him, always being there for him when he needed her most.

"Oh, Doctor. I wish you could forgive yourself. I always did. All of your companions have. You've always been the best man I have ever met in all the cosmos. You save so many, so many people are alive because of what you do! Don't you think you deserve forgiveness? Happiness comes to people who try to remain happy, haven't you noticed that yet? Your happiest moments have happened when you were content," she told him, her eyes full of confidence.

"But how? Why do I deserve forgiveness? I taint everyone I touch. I lie to the woman I'm married to because I know she dies for me in the future. I didn't let go of my last companion before she got hurt. Rose, I _hurt_ her by taking her along with me. I couldn't let go when I needed to. I had to erase one of my best friend's memories of me, else she would blow up. And it was my fault. I ignored a wonderful companion's feelings for me because I was too wrapped up in what I felt. And it was my fault. I killed all of my kind, butchered millions. And it was MY FAULT!" he shouted, tears falling freely.

She let him rant to her, and let the silence hang in the air, only punctured by the sounds of his sniffs and sobs, for a few moments. Suddenly, she became much more solid, giving her the opportunity to touch him. And she did. Oh did she touch him.

He flinched as he felt her feather light touch finally caress his tear stained cheek. The TARDIS let him know, that because Rose had bonded with her, that she could create a more solid version of her.

At that revelation, he took her wrist and brought her mouth to him, tears sliding towards their connected mouths. Her hand curled up gently into his silly floppy hair, and she let her tongue trace the outside of his thin lips, slowly, as if to savor it. His hand released her wrist and came down of it own volition, to trace her arms. He felt every small hair on her arms, every small shudder she gave at being touched so gently. She was so soft, so gentle, so perfect.

She broke the kiss to stare into his brilliant green eyes, his golden goddess, and only one word ghosted past her pretty pink lips, "Doctor."

In that instant, he knew he was gone. His hands, that were in her hair, tightened, as he roughly brought her lips back to his, crushing the pink petals. He gave a satisfied moan to answer her own when her hands slipped between them, sliding up his shoulders. His hands released her hair and slid down to her cheeks, caressing her neck, ghosting across her clavicle, and attacking his prize of the strap of cloth slung across her shoulder.

She let her arms drop so she could turn and raise her hair in a bunch, inviting him to unzip her dress. Oh, did he take that opportunity. He kissed her exposed neck and shoulder as his fingers clasped around the zip. He trailed kisses over every inch of her exposed back as he lowered the barrier between his lips and her skin.

He stepped away just to watch the golden satin slide down her shapely body. He watched as she released her hair, and turned to face him, completely naked, except for her beautiful gold sandals, unabashed in all her glory. He stared at her for a long time, drinking in the sight of her. It was all his Ninth and Tenth forms had thought about for such a long time, and here she was, even more beautiful than he had imagined her. His eyes roamed over her form, her lovely pale arms, the soft swell of her breasts, the small curve of her belly (which he found a beautiful affirmation that she was healthy), the curve of her hips, the small soft curls covering the apex between her shapely thighs, her lovely, long tapered legs, made strong from all the running they did.

She was glorious.

However, she had found that he was much too clothed for her liking.

She stepped forward to gently slide his jacket off her shoulders, and he let it fall freely. He then set to work helping her unbutton his vest and undershirt, touching her fingers as much as he pleased. Absently, he toed off his brown dress shoes, not noticing when she slid her small feet out of her own sandels, while sometimes getting distracted with merely looking at her.

When he was finally divested of his top layers, she leaned in to kiss the newly exposed expanse of skin across his chest, as her hands fumbled with the button on his dress pants. He reached down to gently still her hands and brought her mouth up to kiss him, while he worked the stubborn button and zipper. When they were undone, he groaned something into her ear as she finally brought their chests together, his hands grabbing a handful of her glorious arse. They both breathed a sigh of relief, as his trousers slide down his long legs, at the fantastic contact between himself and her, the woman he loved.

Her clever fingers worked at the elastic around his briefs, sending his pants to join his trousers on the bedroom floor. And she took a moment to step away to appreciate everything she had uncovered. He stood, almost totally unafraid as her gaze searched him up and down, her eyes lingering with great interest on his impressive length, tall, proud, and erect.

She stepped forward again to be grabbed and kissed in earnest again, both desperate to occupy the same space, as he backed himself up until he felt the back of his knees hit the side of his bed. Promptly after feeling said sensation, his hands filled with her buttocks once more and lifted her onto his bed with him.

"I've dreamt about having you in my bed for a long time, Rose Tyler," his whispered in her ear, as he rolled over on top of her.

She squirmed underneath him, smiling against his neck, pressing a kiss there as her hands roamed across his chest and explored his back. When her curious hands reached down to grab a handful of his arse, he drew back, using his forearms as leverage, to stare into her beautiful hazel eyes as his right hand meandered over her body, going lower and lower until he reached her curls. He let his fingers tiptoe to the outside of her, just touching enough to make her squirm, until he himself couldn't wait any longer. He let one finger dip into her, as he let his face fall forward to bite the expanse of pillow above her left shoulder. She moaned into his ear as he gently moved the single digit in and out of her incredibly hot, tight core.

When he saw fit to add another finger, she cried out his name. He forced himself to be gentle with her, wanting his first time with her to be perfect, having long forgotten that she wasn't truly there. He took her left breast's nipple into his mouth, his left hand teasing the other soft mound.

He gently removed his fingers, releasing his mouth from her breast as well, bringing them up to taste her beautiful juices, that smelled and tasted purely that of which was Rose Tyler. She stared into his eyes, so full of love, lust, and joy, asking silently to join with her.

He obliged, hands diving between them to guide his member to the outside of her wet core. Once aligned, his eyes darted up to hers, staring again, until he slid into her.

They both gasped, as a lightening bolt of pleasure passed between them.

He felt Rose move beneath him, allowing her inner muscles get accustomed to his size. Experimentally her hips came up to grind against his, and with that movement, all of his hard won control to be gentle, snapped. Before he could stop himself, he grabbed both her thighs and found himself jack hammering into her incredibly hot, wet clasp. To his relief, she was screaming in pleasure as well, her legs wrapped around his waist, her fingernails scratching down his back, adding to his pleasure. Nearing completion, and determined for her to orgasm first, his hand released her thigh, to reach up to her pink straining clitoris, which was engorged with blood, begging to be touched. He rubbed against it in time to his thrusts, and within minutes, she came, her body arching with the intensity. Her beautiful womanly juices were dousing him once again, while her inner walls clamped down on him hard. He followed quickly after her, releasing his semen into her, and collapsing on top of her in exhaustion.

He listened, as he panted, coming down from his explosive orgasm, as her body returned to normal. Her heartbeat slowed to a normal rate, and her breathing evened out. His hands reached up to tangle in her hair, and he let the full intensity of his love flood out telepathically to her.

Her body tensed beneath him, and he slid of off her, onto his side, only to reach out and pull her to him.

Lookin at his handsome face above, her eyes were full of concern. She opened her mouth to speak, but he cut her off.

"I love you, Rose Tyler. I always have. And I am so very glad you are here with me," the words tumbled out of his mouth unchecked.

"Doctor..." she said, deeply concerned about what she was about to tell him.

"Yes, Rose?" he asked, his fingers drawing pointless designs on her tummy.

"You do remember I'm a psychic echo right? That I'm not really here?" she asked carefully.

His fingers stopped their movements for a moment, "Of course."

"I asked the TARDIS to make my form more solid, so I could comfort you properly, and she could, only because of Bad Wolf, you know. The TARDIS has had a full imprint of my entire being ever since then," she told him conversationally, much more at ease now that she had reminded him without a fight that she had been afraid of.

He nodded. And pondered for a moment, "What now?"

She smiled, "I leave in a little while, and you go on to save the universe, just like you always have."

His eyes darkened with anger and his arms wrapped around her waist, bringing her forehead to his own, "You can't leave me now. Not after that."

"I have to," she told him sadly.

"You won't."

She didn't respond for a long time, and the Doctor grew uncomfortable in the silence.

"Please say something," he begged.

"Doctor," she said with a sigh, "I will always be with you when you need me most," she told him gesturing to both his hearts.

"Do you really forgive me for everything I did to you?"

She nodded.

With that she stood for a final time and took a deep breath, and spoke her last words to the last of the Time Lords, "Doctor, the universe always seems to be on your shoulders. We did a lot of scary, brave, amazing things in our time together, things that indeed warrant your forgiveness. But the memories that shine out in my mind of you, were when you smiled. You were always the most handsome when you smiled. Whatever else you do in this universe, please, for me," a small shimmering tear slid down her face, "smile."

And with that, her wonderful form faded, leaving him staring after the woman who stole his hearts.

After a while, he got up and began to look for his clothes, and was shocked to find the golden dress still tossed upon his floor. The corners of his mouth turned up, it was a bit like Cinderella's shoe, this dress was. He carefully picked it up and hung it in his bedroom somewhere he would see it every day. And each time the lonely man looked at it, he could hear her voice echo in his head, _Whatever else you do in this universe, please, for me, smile._ And smile he does.

* * *

Little does he know, on the other side of the galaxy, on a tiny little planet called Earth, the very woman who had stolen his hearts, crosses over to her original universe. And soon, he'll no longer have to settle for holograms...

**A/N: **So I sincerely hope you guys like this chapter, and like I said this is my first attempt at smut. If you'd like to see what Rose's dress looks like: media/catalog/product/cache/1/image/480x640/0a1ec8 4272121956bb5e9b0cfa77f5a5/wedding/Party% Also, I decided to actually make this the prequel to "Coming Home" so, if you like, you can read that one as well. As always I'm interested in what others think in my writing for encouragement and critiquing purposes, so feel free to tell me what you think in a review :D


End file.
